MSCI Inc. Reports Director Changes and Officer Compensation Updates

Ticker: MSCI · Form: 8-K · Filed: 2025-01-31T00:00:00.000Z

Sentiment: neutral

Topics: corporate-governance, executive-compensation, director-changes

Related Tickers: MSCI

TL;DR

MSCI board shakeup and exec pay changes announced, effective Jan 27.

AI Summary

MSCI Inc. filed an 8-K on January 31, 2025, reporting on the departure of a director, election of a new director, and changes to compensatory arrangements for certain officers, effective January 27, 2025. The filing also includes a Regulation FD disclosure.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — This filing primarily concerns routine corporate governance and executive compensation matters, with no immediate financial implications disclosed.

Key Players & Entities

FAQ

Who is the departing director from MSCI Inc.?

The filing does not specify the name of the departing director.

Who is the newly elected director at MSCI Inc.?

The filing does not specify the name of the newly elected director.

What specific changes were made to the compensatory arrangements for certain officers?

The filing indicates changes to compensatory arrangements but does not detail the specifics within the provided text.

What is the effective date of the reported events?

The earliest event reported is effective January 27, 2025.

What is the primary purpose of this 8-K filing?

The primary purpose is to report the departure of a director, election of a director, changes in compensatory arrangements, and a Regulation FD disclosure.

From the Filing

0001408198-25-000030.txt : 20250131 0001408198-25-000030.hdr.sgml : 20250131 20250131163159 ACCESSION NUMBER: 0001408198-25-000030 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20250127 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20250131 DATE AS OF CHANGE: 20250131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MSCI Inc. CENTRAL INDEX KEY: 0001408198 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 134038723 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33812 FILM NUMBER: 25578792 BUSINESS ADDRESS: STREET 1: 7 WORLD TRADE CENTER STREET 2: 250 GREENWICH STREET, 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10007 BUSINESS PHONE: 212-804-3990 MAIL ADDRESS: STREET 1: 7 WORLD TRADE CENTER STREET 2: 250 GREENWICH STREET, 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10007 8-K 1 msci-20250127.htm 8-K msci-20250127 0001408198 false 0001408198 2025-01-27 2025-01-27 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2025 MSCI Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33812 13-4038723 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 7 World Trade Center, 250 Greenwich Street, 49th Floor, New York, New York 10007 (Address of Principal Executive Offices) (Zip Code) ( 212 ) 804-3900 (Registrant's telephone number, including area code) NOT APPLICABLE (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.01 per share MSCI New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 2025 CEO Special Incentive Award On January 27, 2025, the Compensation, Talent, and Culture Committee (the “Committee”) of the Board of Directors of MSCI Inc. (the “Company”) approved the grant of a one-time premium-priced stock option award (the “Award”) to Henry A. Fernandez, the Company’s Chairman and Chief Executive Officer. The Award will be granted under the MSCI Inc. 2016 Omnibus Incentive Plan and will have a grant date on or around January 31, 2025 (the “Grant Date&#82

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